Project finance specialists from Tilleke & Gibbins’ Bangkok office have contributed the Thailand chapter to Project Finance 2024 from The Legal 500. The guide, which is part of The Legal 500’s Country Comparative Guides series, furnishes investors and businesses with key information related to project finance in jurisdictions around the world. Each Q&A-style chapter provides in-depth details on the legal regimes affecting a wide range of project financing topics, including: Ownership structures and corporate governance; Security interests, regimes, and enforcement; Regulatory requirements and consents; Foreign exchange considerations; Environmental, social, and governance (ESG) issues; Public-private partnerships; Foreign judgments; Tax considerations; Common funding structures; and Insurance law principles. Tilleke & Gibbins also authored the Vietnam chapter of Project Finance 2024. The Thailand chapter of the guide is available as a PDF through the button below, courtesy of The Legal 500. The full guide is accessible for free on The Legal 500 website.

On December 15, 2023, the Electricity Authority of Cambodia (EAC) issued a notification requiring all owners of solar power systems to report their systems to their local electricity supplier by January 31, 2024. Systems that have already been reported under existing regulations are exempt from this requirement. Systems that remain unreported after the deadline will be deemed illegal and subject to penalties, including possible disconnection from the national grid. The rationale for the reporting requirement is that the EAC expects to adopt a new solar power regulation soon. Electricite du Cambodge (the main state-owned utility provider in Cambodia) and EAC-licensed private electricity providers are now gathering data on the current use of solar power systems in order to prepare for, adopt, and execute the upcoming regulation. The reporting requirement is to facilitate this gathering of data. The upcoming regulation, planned for early 2024 according to the notification, follows last year’s Prakas No. 159, which contained the Ministry of Mines and Energy’s guidelines and principles for rooftop solar systems. The EAC now needs to issue implementing regulations that are in line with the ministry’s guidelines and principles. Although stand-alone solar power systems that did not have a connection to the national grid were previously not regulated and did not require any authorizations, the EAC is now stating that all types of solar power systems need to adhere to the reporting requirement under the notification. According to the EAC, the upcoming regulation will address all types of systems, and the December 15 notification clearly announces that all types of solar power systems will need to obtain EAC approval under the upcoming regulation. Solar power system operators in Cambodia should report their systems to their local electricity providers by January 31, 2024, to avoid any penalties, while remaining vigilant for the upcoming regulation, which will likely include

As of January 1, 2024, all films distributed in cyberspace in Vietnam must display ratings and warnings (if required) for viewers, following the phased-in effectiveness of Decree No. 131/2022/ND-CP of the Government dated December 31, 2022, guiding the implementation of the Law on Cinematography (Decree 131). While Decree 131 took effect on January 1, 2023 (the same date as the Law on Cinematography), it provided a grace period of one year for films to be distributed in cyberspace without the display of ratings or warnings. Now, for continued distribution in cyberspace of such films, distributors must add ratings and warnings in compliance with regulations issued under Circular No. 05/2023/TT-BVHTTDL of the Ministry of Culture, Sports and Tourism (MOCST) dated April 5, 2023 (Circular 05). Film Rating Film distributors can either carry out the film rating by themselves or request the MOCST to provide the rating. In the former case, the distributor must request the MOCST to recognize its eligibility for self-rating. (Based on our experience successfully obtaining this recognition for a client, this procedure may take about two to three months for completion, depending on the availability of required information and materials.) If a distributor cannot obtain recognition for film self-rating eligibility, it must request the MOCST to provide the film rating for each and every film it distributes in cyberspace. Display of Ratings and Warnings Circular 05 requires that the film rating must be displayed clearly and prominently in the introduction of a film in order for a user to make an informed decision to access that film or not. Moreover, the rating must be displayed on the left or right corner of the screen during the entire distribution time. Warning contents must be in words or sound which must be displayed three seconds after the beginning of the film’s distribution at the

Thailand has opted to continue its reduction of rates for the sale and mortgage of certain types of properties to Thai individuals, as detailed in two ministerial regulations issued by the Ministry of Interior dated December 28, 2023, and published in the Government Gazette on January 2, 2024. In recent years, Thailand has allowed a reduction of the government fees for registering the sale and mortgage to Thai individuals of detached houses, semidetached houses, row houses, commercial buildings, the accompanying land, and condominium units with a sale price, official assessed value, and mortgage amount of up to THB 3 million. The reduced rates for these government fees are as follows: Sale: 1% of the officially assessed value (reduced from the normal rate of 2%). Mortgage: 0.01% of the mortgage amount (reduced from the normal rate of 1%). To be eligible for the reduced mortgage registration rate of 0.01%, both the sale and mortgage must be registered at the same time. These reduced rates will be valid until December 31, 2024. For more details on the reduced fees, or on any aspect of property law in Thailand, please contact Chaiwat Keratisuthisathorn at [email protected].

On December 25, 2023, Thailand’s Personal Data Protection Committee (PDPC) issued two notifications under sections 28 and 29 of the Personal Data Protection Act 2019 (PDPA) that address essential aspects and criteria for the cross-border transfer of personal data. These notifications are scheduled to come into effect on March 24, 2024. Key points in the notifications are outlined below. Adequate Data Protection Standards (Section 28) Unless otherwise provided by the PDPA, the destination country or international organization that receives the transferred personal data must have “adequate data protection standards,” as determined by the following factors: Legal measures and mechanisms. The destination country or international organization must have legal measures or mechanisms aligned with the personal data protection laws in Thailand. Specifically, the obligations of data controllers need to include providing appropriate security measures, implementing personal data protection measures that are suitable and that enable the exercise of data subjects’ rights, and establishing effective legal remedial measures. Regulatory authority. The presence of an agency or organization entrusted with the duties and authority to enforce laws and regulations related to personal data protection is also a critical factor. In addition, this notification empowers the Office of the PDPC to refer cases, either independently identified or proposed by a data controller, to the PDPC for adjudication. The PDPC retains the discretion to make decisions on a case-by-case basis or to establish a list of destination countries or international organizations that it considers to have adequate data protection standards. Binding Corporate Rules and Appropriate Safeguards (Section 29): In the realm of global data exchange, two prominent mechanisms have emerged as key enablers of secure and compliant transfer of personal data: Binding corporate rules (BCRs). Implementation of BCRs involves enforcing an approved policy for safeguarding personal data transferred among affiliated businesses or within the same group of undertakings in order to jointly operate

Thailand’s Energy Regulatory Commission (ERC) has issued the Notification on the Criteria for Regulating the Licensed Pool Manager B.E. 2566 (2023), which took effect on November 30, 2023. It followed an earlier notification, which took effect on October 13, 2023, that added the new license for the country’s pool gas manager. The new notification aims to regulate natural gas sale agreements and promote competition among players in the regulated natural gas market—that is, those who utilize natural gas for electricity generation under the Electricity Generating Authority of Thailand (EGAT) scheme, including industrial and NGV (natural gas for vehicles) consumers who rely on natural pool gas. The establishment of the pool gas scheme is aimed at encouraging new shippers to enter the market and providing new natural gas shippers with fair opportunities to compete with existing shippers, as all licensed shippers in the regulated market are subject to the same natural gas costs under this new scheme. Under this pool gas scheme, the pool manager plays a critical part in reselling natural gas in the country. Some of its responsibilities include the following: Purchasing natural gas or liquid natural gas (LNG) from licensed shippers in the regulated market at the rate at which the shippers procured the natural gas, including incidental expenses such as pipeline transportation and LNG station fees; Collecting data on the quantity and price of the gas purchased from the licensed shippers and calculating the pool gas price as specified in the ERC-approved manual, which is basically the average price of the natural gas procurement cost of all shippers in the pool; and Reselling natural gas or LNG to licensed shippers at the pool gas pricing rate in the quantity distributed to the pool by each shipper. Apart from its function in facilitating the primary procedures of the pool gas scheme, the pool

Myanmar’s Ministry of Commerce (MOC) has released updated information regarding the registration fees for online retail businesses. The fees and criteria, which are included in the MOC’s Export/Import Newsletter No. 17/2023 dated December 28, 2023, are laid out below. Registration Fees The official registration fees vary depending on the applicant type: Companies or other commercial organizations: MMK 70,000 (approx. USD 33.5) for registration and renewal; MMK 3,000 (approx. USD 1.5) for each amendment. Small and medium enterprises (SMEs): MMK 50,000 (approx. USD 24) for registration and renewal; MMK 3,000 (approx. USD 1.5) for each amendment. Individual applicants: 30,000 MMK (approx. USD 14.5) for registration and renewal; MMK 3,000 (approx. USD 1.5) for each amendment. Validity Period Registrations approved from January 1, 2024, will be valid for two years from the date of grant. The requirement for online retail businesses to register their operations was announced in July 2023. Based on statements from the MOC, online retail businesses need to complete their registration by late January 2024 to avoid potential enforcement actions. Regarding SMEs, the MOC will also evaluate their SME registration certificate issued by the Agency Office under the Small and Medium Enterprises Development Law 2015. For assistance completing the registration process, or for more details on any aspect of online retail operations in Myanmar, contact Tilleke & Gibbins at [email protected].

On October 13, 2023, Laos’ official gazette published the amended Law on Commercial Banks No. 39/NA dated July 17, 2023. The amended law came into effect on September 15, 2023, following its promulgation by the president of Laos. Below are some of the significant changes. Registered Capital Under the amended law, the minimum registered capital for establishing a commercial bank has been increased from LAK 500 billion (approx. USD 24.2 million) to LAK 1 trillion (approx. USD 48.4 million), while the minimum registered capital for Lao branches of foreign commercial banks has been raised from LAK 300 billion (approx. USD 14.5 million) to LAK 600 billion (approx. USD 29 million). Currently, the Bank of Lao PDR (BOL) is preparing a new regulation that will define the timeframe within which banks established in Laos before the enactment of the amended law must increase their registered capital. This change is not as significant as it may seem. Since the last Law on Commercial Banks (which also stipulated an increase in registered capital), Laos has seen a sharp depreciation of the Lao kip against foreign currencies. The increase of capital mandated by the amended law is meant to compensate for this depreciation. Change of Status of a Commercial Bank of a Brand of a Foreign Commercial Bank Another article in the amended law outlines two scenarios in which banks may alter their status. First, a foreign commercial bank in Laos holding 100% shares may change its status to a Lao branch of a foreign commercial bank. Conversely, a Lao branch of a foreign commercial bank may elevate its status to that of a foreign commercial bank holding 100% shares. In both cases, the bank must request a business operating license from the BOL corresponding to its new status, requiring it to meet certain conditions. Importantly, this change in status